Cooper v. D'Amore, 881 F.3d 247

In 2003 Peter M. Cooper opened an IRA custodied by Mesirow and named then‑wife Alyssa D'Amore as beneficiary; they divorced in 2006 but he did not change the beneficiary designation.
In August 2011 Cooper submitted a TD Ameritrade transfer form indicating a “total transfer,” but did not initial the section authorizing liquidation of nontransferable assets; some Mesirow assets were nontransferable.
Mesirow notified Cooper in September 2011 about nontransferable assets; Cooper asked if he could keep those assets and continued to receive Mesirow account statements through his death in July 2012.
After Cooper’s death Mesirow distributed the remaining Mesirow IRA assets to D'Amore pursuant to the beneficiary designation.
Cooper’s mother and the estate executor sued D'Amore claiming the Mesirow IRA had terminated (revoking the beneficiary), so the remaining assets belonged to the estate; district court initially ruled for plaintiffs, then for D'Amore on reconsideration, then was reversed in part by this court and remanded; on remand the district court again granted summary judgment for plaintiffs.
The First Circuit reversed, holding the transfer request did not terminate the Mesirow IRA because Cooper never authorized transfer (or liquidation) of nontransferable assets, so the beneficiary designation remained effective and D'Amore was entitled to the remaining assets.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Cooper’s 2011 transfer request terminated the Mesirow Custodial Agreement (thereby revoking the beneficiary designation before death)	The written direction requesting a total transfer constituted delivery of direction to transfer “all assets,” which under Article XI terminated the custodial agreement and revoked D'Amore’s beneficiary designation	Article XI requires transfer of all assets, including nontransferable ones; Cooper did not authorize liquidation/sale of nontransferable assets, so the account remained in effect for those assets and did not terminate	Transfer did not terminate the custodial agreement because Cooper did not request transfer (or liquidation) of nontransferable assets; beneficiary designation was not revoked and D'Amore was entitled to remaining assets
Preservation of arguments on appeal (procedural)	Plaintiffs argued D'Amore failed to timely raise some arguments before the district court	D'Amore had raised the dispositive argument (that the IRA never terminated) in district court filings and in renewed summary judgment motion	Court found D'Amore preserved the argument that the Mesirow IRA never terminated, so the court addressed that dispositive issue

Jakobiec v. Merrill Lynch Life Ins. Co., 711 F.3d 217 (1st Cir. 2013) (standard of review for summary judgment)
Fadili v. Deutsche Bank Nat'l Tr. Co., 772 F.3d 951 (1st Cir. 2014) (cross‑motions for summary judgment; view each motion in favor of nonmoving party)
Cochran v. Quest Software, Inc., 328 F.3d 1 (1st Cir. 2003) (new arguments generally cannot be raised first on appeal)
Gallagher v. Lenart, 874 N.E.2d 43 (Ill. 2007) (contract interpretation focuses on the parties’ intent and plain meaning)
Air Safety, Inc. v. Teachers Realty Corp., 706 N.E.2d 882 (Ill. 1999) (if contract language is unambiguous, courts interpret it as a matter of law)